COMESA Review Looms Over OLA–TotalEnergies Ethiopia Deal

The proposed acquisition of TotalEnergies' downstream business in Ethiopia by OLA Energy has entered a COMESA review process, sources confirm. The deal, signed on June 30, 2026, would transfer over 120 service stations, storage facilities, and distribution infrastructure to OLA Energy. This significant transaction could reshape Ethiopia's petroleum market, but concerns about market concentration have raised questions about its impact. The acquisition includes assets in major Ethiopian cities, such as Addis Ababa, Dire Dawa, and Mekelle.

The deal has sparked concerns that the combined business could account for nearly half of Ethiopia's retail fuel market. This has led to scrutiny from competition authorities, who are examining whether the acquisition would strengthen the sector through investment or lead to excessive market concentration. Sources indicate that Ethiopian competition authorities had temporarily halted the domestic approval process while examining concerns about the companies' combined market share. A comprehensive review will assess various factors, including sales volumes, geographic coverage, and storage capacity.

The involvement of the COMESA Competition and Consumer Commission (CCCC) introduces a regional dimension to the transaction. COMESA's competition framework addresses qualifying mergers and acquisitions involving businesses operating across its Common Market. The commission's guidance provides for three possible outcomes: unconditional approval, approval subject to conditions, or rejection. The CCCC and Ethiopia's Ministry of Trade and Regional Integration signed a Cooperation Framework Agreement in 2022 to coordinate enforcement and share market information.

Ethiopia's domestic competition framework is governed by the Trade Competition and Consumers Protection Proclamation No. 813/2013. At the regional level, the COMESA Competition and Consumer Protection Regulations of 2025 took effect on December 5, 2025. The regulations outline merger-notification requirements, including a combined turnover or asset threshold of COMESA dollars 60 million. The commission generally has up to 120 days to reach a decision after receiving a complete notification.

The acquisition includes strategically important assets, such as a fuel storage terminal in Dukem, near Addis Ababa, with a reported capacity of 13,000 cubic meters. The deal also covers aviation fuel supply operations at Bole International Airport, extending OLA Energy's significance to Ethiopia's aviation industry. For TotalEnergies, the proposed sale would end approximately 76 years of direct involvement in Ethiopia's downstream petroleum market.

OLA Energy, formerly known as OiLibya, operates across more than 17 African countries, with a network of over 1,350 service stations. The company adopted the OLA Energy brand in 2018 and is backed by the Libya Africa Investment Portfolio. The acquisition forms part of OLA Energy's strategy to expand across African petroleum markets. For Ethiopia, the central question is whether combining two established operators would deliver investment and operational efficiencies without weakening competition.

The outcome of the COMESA review could influence whether the transaction proceeds unchanged, requires measures to address competition concerns, or faces rejection. The commission has not confirmed a final decision, and its precise procedural status remains unclear. The acquisition's impact on Ethiopia's petroleum market and competition will be closely watched as the review process unfolds.

Key points

• The deal could significantly reshape Ethiopia's petroleum market, with the combined business potentially accounting for nearly half of the country's retail fuel market.
• The COMESA review process will assess whether the transaction could substantially prevent or lessen competition, create or strengthen a dominant position, or harm consumers and other market participants.
• OLA Energy's acquisition of TotalEnergies' downstream business in Ethiopia is part of its strategy to expand across African petroleum markets.